Inspectors search through piles of death warrants personaly signed by Saddam Hussein.

Inspectors search through piles of death warrants personaly signed...

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American actor Sean Penn greets school children in Baghdad. Photographer: Hiwa Osman

American actor Sean Penn greets school children in Baghdad....

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American actor Sean Penn in front of the Palestine Hotel. Photographer: Hiwa Osman

American actor Sean Penn in front of the Palestine Hotel....

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American actor Sean Penn in front of a Masque. Photographer: Hiwa Osman

American actor Sean Penn in front of a Masque. Photographer: Hiwa...

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Actor Sean Penn speaks to an Iraqi doctor while standing next to the bed of six-year-old leukemia patient Yasser Younis during his visit to the al-Mansour Hospital in Baghdad on Friday, Dec. 13, 2002. Penn is on a three-day visit to Iraq. (AP Photo/Suhaib Salem, Pool) The road to Baghdad begins in Amman, Jordan. It's a 12-hour drive through the desert, timed so that you don't hit the dangerous Sunni Triangle at night.

Sean Penn went to Iraq a year ago not as an actor, but as a father, a husband and an American. He made the visit, from Dec. 13 to 15, 2002, to learn about the American-Iraqi conflict from the people who were living through it. A year later, the week before Saddam Hussein was captured, Penn returned to Iraq to find out how life had changed after the American invasion. What follows is his account of what he saw.

Doc Birnbaum filled the last of three receptacles with my blood (he was concerned about my looming cholesterol problem and had graciously made a house call), then slid the needle out of my vein as my phone rang. I answered as the doc pressed a cotton ball onto the puncture in the crook of my arm. It was Medea Benjamin, the co-founder of Global Exchange, a San Francisco human rights organization. I had put out the word that I wanted to return to Iraq to write a piece for The Chronicle, having been granted a press credential by its editor, Phil Bronstein. Medea called to tell me that she would be taking a delegation of parents of servicepeople, both killed in action and on active duty, for a weeklong "mission of peace" to Iraq -- a trip unprecedented in the history of U.S. military activity. They would be departing Saturday, Nov. 29 (our phone conversation took place on Thanksgiving Day), embarking from various U.S. airports with a rendezvous point at the "Meditation Room" at Schiphol Airport, Amsterdam. Our conversation ended as the doctor placed a Band-Aid over the cotton ball, wished me a happy Thanksgiving and left with my blood.

Ever since the bombing of the U.N. building in Baghdad in August, I had felt increasingly tugged toward Iraq. As I had made my cautionary opinions known prior to our military engagement, in a self-financed letter to the president in the Washington Post (Oct. 18, 2002), and then reiterated those thoughts after our invasion of Iraq in a self-financed ad in the New York Times (May 30, 2003), I felt a responsibility to change or reaffirm my position in the context of the new situation for our U.S. soldiers, and Iraqi civilians as well. The call from Medea fixed my decision to go. Gaining the support of my family would be tricky. My reputation within our home is one of impulsiveness, hubris and an overall bloated sense of my own survival instincts. Of course, this is entirely unfounded, but we'll leave that for another day.

My wife and 12-year-old daughter are different people in the sense that my wife will occasionally kiss me on the lips, and my daughter, occasionally on the cheek. With this one exception, they're exactly the same person. And when I told them, "I'm thinking about going back to Iraq," they rolled their eyes and said, "Uh-huh." I interpreted that to mean "You're an idiot" or that they just didn't want to invest in my explanation. So much for guidance.

But my 10-year-old son said rather quickly, "Could you get killed?" I immediately and idiotically responded with, "I could get killed crossing the street -- or struck by lightning -- and SARS, what about SARS?"

He was embarrassed for me. Then, somewhat more soberly, I tried to move the conversation toward practical realities and balances. I won't go into great detail here, except to say that I handled it rather imperfectly and without much foresight. My son, on the other hand, was brave and ultimately supportive. Our conversation culminated with my acceptance of his permission. Only later would I realize the incredible burden I risked at his potential expense. Two days later I left San Francisco International Airport.

At Schiphol, the layovers from stateside flights connecting to Amman, Jordan, are roughly eight hours. I grab a hot dog and head over to the Meditation Room. As I approach, I see at least 30 sleeping bodies, travel- weary bones at rest on reclining chairs. A woman opens her eyes and stands.

"Sean?" she says.

"Yes, are you Medea?"

She rubs her eyes and nods. She is a diminutive blonde with delicate features, with a reputation for having ridden out the U.S.-led bombing campaign in Afghanistan, interrupting Secretary of Defense Donald Rumsfeld's news conferences, consistently putting herself on the line -- in South America, the Middle East and Washington. Within a short time I am introduced to the eight or so waking members of her delegation. We burn the hours together waiting to board our flight. An airport television is beaming in CNN coverage of the stateside embarkation of one member of her delegation, Fernando Suarez del Solar. The media is taking a particularly keen interest in his involvement with the Global Exchange delegation: Seven months earlier, del Solar had lost his son, Jesus, a lance corporal in the 1st Marine division on duty in Diwaniya. The Pentagon had reported to del Solar that Jesus had been shot in combat. Del Solar's own diligence revealed that the truth was that in stepping off an armored personnel carrier, Jesus was instantly killed by a U.S. land mine. Del Solar's response to the death was to gather "messages of peace and love" from American schoolchildren to deliver them to the children of Iraq. I will later witness this warm, broadly mustachioed man cradling a leukemia-ridden infant Iraqi boy, addressing him boisterously as "Cabron!" In my mind I am taken back 20 years, imagining this man lifting his own infant and addressing him as "Cabron!"

After boarding, we are delayed an hour on the ground while the airport is searched for a passenger who had checked a bag onto my flight but had not arrived at the gate by departure time. With the announcement that the baggage compartment is also being searched, I wonder why, if they are concerned about a bomb on board, the plane is not being evacuated. I am too tired to worry and fall asleep. An hour later I am awakened by the pull of takeoff. I have missed the resolution of our delay and ride out the 4 1/2-hour trip to Amman wide awake.

It is 2 a.m. in Jordan when my flight arrives. I part ways with Medea and her delegation, pay the 10 dinars for a visa, and go through customs, where I am greeted by Sattar. Before the Gulf War, Sattar had been a well-paid civil engineer. Now he drives the perilous 12 hours into Amman and 12 hours back to Baghdad, shuttling journalists and humanitarian aides, for a mere $300 per 24- hour round trip. Sattar is in a great hurry to get to the Iraqi border, nearly 400 kilometers from Amman, before the 7 a.m. shift change. It is important not to be delayed at the border crossing because from there we'll begin an additional eight-hour drive to Baghdad through the desert. Nobody likes to drive the last 200 kilometers through the Sunni Triangle at night. The desert hubs of Ramadi and Fallujah are not only political hot zones rampant with guerrilla insurgents but also a center for road bandits (in Iraq, called "Ali Babas"). I have no checked baggage, just my duffel, so we jump into Sattar's car and head out onto the unlit two-lane stretch that leads to the Iraqi border. There are several checkpoints along the way, where only our headlights serve to illuminate Jordanian police, who loom from the darkness along the road. They use their fading flashlights to indicate a stop. They check passports and send us on our way. It's 5 a.m. in the Jordanian village of Mahattat al Jufur, still no light in the sky, but we're taken in by the fluorescent green hue of the storefronts and a cafe. We make a brief stop for chicken tikka and bladder relief. Then, just as quickly, it's back on the road to maintain our schedule.

Bleary-eyed, we hit the sunrise at the Jordanian border. It's just about 6 a.m. Things go pretty quickly here, but a kilometer farther down the road is the Iraqi border, where the shift change seems to be starting early. Dipping into my pocket, Sattar is able to influence the outgoing shift guard to stamp our passports and send us on our way. It should be noted that by Western standards, these borders appear extremely penetrable. Their ramshackle and lightly staffed appearance aside, not one explosive-sniffing canine is in sight. The vehicle's undersides are given a quick check by mirror, maybe a trunk is opened here or there, but that's it. It's daylight by this time, and I'm struck by the hundreds of tents in the fenced area adjacent the border that house Palestinian refugees.

We're now on the road to Baghdad, cutting through the endlessly flat Iraqi desert. For hundreds of kilometers at a stretch, the occasional Bedouin sheepherder is the only human form in sight. As far as the eye can see, these Bedouins -- solitary robed figures traveling the desert followed by a hundred head of sheep -- appear to have neither a point of origin nor a destination. It seems their only mission is to exist as props for a National Geographic photographer. Where are they taking these sheep? And where did they come from?

As we enter the Sunni Triangle, we pass several U.S. military convoys traveling the seemingly endless road leading to Ramadi. Although sticking close to a convoy near Ramadi may inhibit the Ali Babas, it also attaches you to the U.S. military, the primary target for IEDs (improvised explosive devices). These roadside bombs are often triggered by cellular phone, enabling specific targeting. So we take our chances alone, rocketing through Ramadi and Fallujah at 120 mph. As we race through Fallujah, I take selfish comfort in the sight of black smoke billowing in the aftermath of the recent shelling of a one-story building several hundred yards off the highway, figuring that the closest guerrilla fighters might currently be occupied or on the run from U.S. soldiers.

I arrive in Baghdad at about 1:30 in the afternoon. It's about 60 degrees and sunny. The military presence is heavy on the outskirts of town. Gun turrets and high concrete walls surround all U.S. military facilities. A Black Hawk helicopter flies overhead at a surprisingly low altitude, considering the number of attacks that have come the helicopters' way lately. I've quietly arranged (the less my whereabouts are known, the better) to switch cars at the Hunting Club, a private social club that traditionally hosted a who's-who of Iraqi society. Saddam Hussein's son Oday was known to pick up girls there. There are many such clubs for the elite in the Middle East. And the Hunting Club had reportedly been used until recently as a meeting place for Ahmed Chalabi's Iraqi National Congress.

There, I would be greeted by Hiwa Osman, the editor of the weekly Iraq Crisis Report and a trainer with the Institute for War and Peace Reporting. It's a non-governmental organization, based in a safe house in Baghdad, where young Iraqi journalists are schooled by functioning war correspondents. My friend Norman Solomon of the Institute for Public Accuracy, with whom I made my first trip to Baghdad, had arranged a room for me at the institute through Mohamad Bazzi, Newsday's Baghdad correspondent.

When I arrive at the institute, there is a class in progress. For about 10 minutes, I observe as Betsy Hiel, a Weintel Prize-winning correspondent of the Pittsburgh Tribune-Review, discusses reporting structure, using as a model a multi-part piece she had done on mass graves. When this term "mass graves" is used, one of the young Iraqi students chimes in with laughter: "This whole country is a mass grave. We live in a mass grave." And with that, the fatigue of the trip hits me in the back of the head like a rocket-propelled grenade. As I excuse myself, Hiwa offers me a shot of Glenfiddich. I accept a sip, enough to wash down an Ambien, and then crawl under the covers in the bed they've given me, sinking into a five-hour chemically induced coma.

It is about 8 p.m. when a distant explosion wakes me. I rub my eyes and begin to process that the pop, pop, pops I'd heard throughout my sleep are still present -- clearly the sound of distant and not-so-distant gunfire. I come out of my room and find the pool of journalists who occupy the house sharing a six-pack or two, talking through the day's events. I ask about the explosion. It turns out we aren't far from the airport, where the Army detonates unexploded ordnance every hour or so, making it difficult to differentiate controlled blasts from those of aggression. As for the gunshots, that's Baghdad. Just as I sit to join the conversation, everything goes black. It is very quiet. And then the gearing up of a generator vibrates through the house, the backup lights semi-illuminating the room. This, too, happens several times a day. So I grab a beer, share the evening, and pick the brains and experiences of the group. There is a great calm that is inherent in the nature of war correspondents. I borrow it for the days that follow.

I rise about 7 the next morning. Hiwa and I jump into the car with Qadir Nadir, the institute's driver. He is a short, stocky Kurd, trusted for the eyes in back of his head. As we head through the city, Hiwa briefs me on the contents of the emergency medical kit in our van and gives me a flak jacket. It's the general feeling that these flak jackets look good on television and may be prudent to wear when in the presence of U.S. military who are subject to attacks, but in my day-to-day movements they might draw increased attention. Not something one wants to do in Baghdad. So the vests stay on the seat of the van.

In the evening, gunfire emanates with the relentlessness of frog "ribbits" around a summer pond, sometimes sporadic and at other times overwhelming. But in the daytime, it's intermittent at most -- a few pops here and there. Five times a day, the Islamic call to prayer is broadcast through loudspeakers from each mosque in the city. The chant echoes and ricochets through Baghdad's declining alleys and architecture. One experiences a palpably hypnotic engagement with Middle Eastern spiritual life, like living in a movie with this chant as its score.

Hiwa offers to take me to the Free Prisoners Association northwest of Baghdad in the Kadhimiyah area beside the Tigris River. The association was established after the initial coalition occupation. Organizers took over the house of one of Saddam's cousins to document the crimes of the regime. Sorting through hundreds of thousands of looted documents, the staff logs the names of all those in prison, executed, tortured or still missing.

En route to the Free Prisoners Association, we stop in Utayfiya, where we spot U.S. soldiers guarding a sewage pumping station under repair. We approach on foot as a nearby school opens its doors for a lunch break and hundreds of children come out to engage the soldiers.

The commander of the unit is Lt. Col. Mark Coats. Coats' demeanor is confident and alert. He is accommodating of my request to photograph his soldiers and their interaction with the children. There is no question of politics here, and the warmth of these soldiers toward the children is genuine. I get the impression that such events occur daily here, and not only when journalists are present. The children are excited to visit with the soldiers, but when the street gets too crowded, I wish the soldiers a safe duty and move on.

Farther down the road, Hiwa and I come across a U.S. military foot patrol on Haifa Street. While many of the engagement policies and raid tactics of coalition forces are incendiary to the local population, the rank-and-file soldiers I meet behave with dignity and grace in their daily interactions with Iraqi people.

U.S. soldiers today are not what you'd picture if you grew up on World War II movies. Think younger.

Now add zits (some of them).

And access to e-mail.

This is not the war of yesteryear, with relatives waving our boys off on ships and losing all contact beyond a weekly mail drop. These are young people who, via the Internet, are reminded daily of the comfort and safety of home and are quick to express their desire to return to their families. I want to ask many of them their feelings about our occupation in Iraq, and some express thoughts on this issue without being asked. And their thoughts represent all sides of the debate. But one has to be mindful that these are young people who have lost friends to battle, and girlfriends, boyfriends, wives and husbands to distance. One wouldn't expect them to yield easily to the notion that perhaps the United States should not have sent them in the first place.

Adjacent to the slums, this area of Haifa Street also boasts contemporary high-rise apartment buildings, built by the former regime for the Palestinians welcomed to Iraq during Hussein's Pan-Arab campaign. When Baghdad fell, the people in the slums pushed the Palestinians out and moved in. (Hence the hundreds of tents at the border.) Sniper attacks are not uncommon in this area, so after I chat and take pictures with the soldiers, it seems my presence might be creating a distraction for them that wouldn't be best for their health or my own, so Hiwa and I proceed to Kadhimiyah.

We arrive at the Free Prisoners Association, are searched and then escorted to the office of its administrator. The foyer serves as a locus of commiseration for the families of the dead and missing. They wait in line every day in hopes that the information on their missing or dead family members has been processed in the association's computer. But many come simply to share their loss with the family members of others lost as well. The administrator takes Hiwa and me on a tour of the building, where thousands of documents are stacked floor to ceiling in each office. If the Hussein regime could be credited with anything, it would be with keeping obsessively complete records of the atrocities the regime itself committed. (Pol Pot and Hitler shared this habit.) Many of the death warrants are signed by Hussein. Our tour ends in a room of moldy documents piled head-high and wall to wall, representing some of the lives claimed under this horrific regime. Our guide makes the point simply: "We will put all these names in a museum as a way to say thank you to all those who sacrificed their lives on the long road to reach freedom." It's a reminder that it wasn't only the Americans and coalition forces that "liberated" the country. There were tens of thousands of Iraqis who lost their lives opposing the regime as well.

The mangled steel and concrete rubble of Baghdad's central communication tower now stands only to communicate the awesome power of U.S. military force. I stop to photograph this monument to our Shock and Awe campaign as we proceed to the Palestine Hotel, where I have asked Qadir to drop Hiwa and me. (I think I might look up a journalist friend staying there, who might have a satellite phone. I am anxious to touch base with my family.)

The communications tower, or what is left of it, is under the guard of soldiers from the new Iraqi Civil Defense Corps. This is the recently trained army that, since my return, suffered an exodus of 400 out of the 700 trained soldiers, who complained that the $60 per month paid them by the occupying authority wasn't going to cut it. In essence, they were being asked to risk their lives in the service of an occupying army for a monthly salary that would, in Baghdad, buy the equivalent of one night at a Holiday Inn. With not much else to do, these Civil Defense guards deny me access to photograph the stricken building. It is an impotent order. If I backed 10 feet around the edge of a corner building, I'd have ample opportunity to photograph. But I don't. It is, after all, their only real authority I'd have been violating.

Qadir has to drop us off several blocks away from the Palestine Hotel. The military has erected huge concrete barriers to protect the hotel from car and truck bombing attempts because only a couple of weeks earlier, the hotel suffered a rocket attack from the back of a donkey cart parked on the main boulevard. Hiwa and I walk the pedestrian route through the barriers to the hotel, where we are once again searched before entering. My friend isn't there, so we have a quick tea and head out to find some lunch. As we walk back to our car, I take a long look at the rocket damage on the side of the building. There is a lot of power in that donkey cart -- talk about "dual-use" technology!

On the busy boulevard in front of the Palestine Hotel are several makeshift money-changing tables. They survive on the fluctuating exchange rate of the dinar and charge a commission for changing money, mostly U.S. dollars for Iraqi dinars. It's not really a black market, because there is no official market; it's all black, without regulation, taxes or import duty. As with the many storefronts and restaurants, it's still somewhat surprising to see business go on under circumstances of war. Nowhere more than Baghdad, however, is it clear that war itself is a business.

For Iraqis, there was no pro-war or anti-war movement last spring when the United States invaded their country. That, in their view, was a predominantly Western debate. They're used to war; they're used to gunshots. What's new is this tiny seed and taste of freedom. It is a compelling experience to have been in Baghdad just one year ago, where not a single Iraqi expressed to me opinions outside Baathist party lines, and just one year later, when so many express their opinions and so many opinions compete for attention. Where the debate is similar to that in the United States is over the way in which the business of war will administer the opportunity for peace and freedom, and the reasonable expectation of Iraqi self-rule.

This is an occupied country. A country at war. Many Iraqis I speak to tell me there is no freedom in occupation, nor trust in unilateral intervention. People from all sides of the debate acknowledge that the insurgency movement builds every day in manpower and organizational strength. The insurgents are made up of Saddam loyalists, displaced Sunni elite, resentful victims of U.S. raids, the Fedayeen, foreign terrorist cells and of course many of Hussein's soldiers, who, as participants in the Baathist regime, were sent home with their weapons and told, "You'll never work in this town again." The Iraqis I speak to say that the U.S. policy of de-Baathification is devoid of consideration of long-term goals, human nature and Arab culture and thus could ignite a powder keg.

Will Iraqi freedom flourish or find a new stockade? Certainly, in any transition period such as the one in which Iraq finds itself, security support from other nations is necessary. However, on the streets of Iraq, from everything I observe, suspicion is high. While disgruntled neighbors can gain quick access to the military brass by accusing one another of insurgency involvement, the head of a household whose windows have been shattered in the collateral damage or mistakenly targeted by American firepower gets little attention when asking for those windows to be replaced. It's winter, after all, and the electricity necessary for heating is intermittent at best. These kinds of concerns are extensive. And with all this, one must consider the daily toll of civilian deaths in similar situations of mis-targeting. "Your government has come to liberate the people from Saddam," one man asks me, "or to liberate oil from the people?"

The alienation bred by war on a people doesn't stop with armies, but instead continues with corporations and privatization dominating and shaping the very culture and economic participation that freedom might otherwise express. One man tells me that "if the United States fails in its promise of freedom to the Iraqi people, we may very well create an entire nation of suicide bombers."

Al-Ghouta is a Syrian-owned restaurant a five-minute drive from the Palestine Hotel. When we walk in, it is packed, primarily with women in full Islamic dress. These, it turns out, are Iranian religious tourists, visiting Shiite holy sites in a Baghdad under siege. Hiwa, Qadir and I are seated, and we order a tasting plate. I need to pay a visit to the men's room and excuse myself. When I return, I see Hiwa chewing on a luscious chop of lamb. There are three of us and only two samples of each dish. My mouth waters as I home in on the second and final chop of lamb on the plate. But before my hand can move, our wonderful and trusted driver Qadir reaches in for the kill. It will be only hummus and olives for the boy from California. War, it seems, has sharpened their reflexes.

The presence of Syrian businessmen and Iranian tourists highlights the irony of the Iraqi situation. Syria and Iran each want their piece of the Iraqi pie. Fundamentalist Syrians send suicide bombers to distract the United States from a regime-change policy in Syria, while fundamentalist Iranians want to impose a theocracy in Iraq through puppet Iraqi political leaders. To look across this restaurant at all the floor-length black Islamic dress (they are referred to as BMOs, "black moving objects") is to view Iraq as Iran would like to see it.

With an anamorphic image of a tender, juicy lamb chop still swimming in my head, we return to institute headquarters, and out come a couple of six- packs as day moves into night. There's a ski-lodge feel to a house full of war correspondents, their press passes clipped to them like lift tickets, as one by one they return from the slippery slopes of Baghdad's streets and the outlying moguls of Kirkuk and Samarra. What should be understood is that when I arrive in Iraq this go-round, for what would be a four-day trip, there are roughly 1,500 journalists in and around Baghdad, and in these four days, only one, to my knowledge, is shot and wounded. So the survival odds for such a brief trip are very much in my favor.

But for the people and children of Baghdad and the coalition forces, the insurgents and the utter lawlessness of the streets are a constant and real threat. Shortly before the U.S. attack, Hussein opened the gates of his largest prisons and released his worst criminals and killers into the population. Until recently, several illegal taverns posted Arabic signs reading "Killer for Hire." Kidnappings, robberies, rape and murder are commonplace.

Thursday: Getting out of Iraq is even more challenging than getting in.